Attached files
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| EX-10.2 - COMMON STOCK PURCHASE WARRANT - BRAINSTORM CELL THERAPEUTICS INC. | v172794_ex10-2.htm |
| EX-10.1 - SUBSCRIPTION AGREEMENT - BRAINSTORM CELL THERAPEUTICS INC. | v172794_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 25, 2010
Brainstorm
Cell Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-61610
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20-8133057
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(State
or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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110
East 59 th
Street
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New
York, New York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
557-9000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
January 25, 2010, BrainStorm Cell Therapeutics, Inc. (the “Company”) and
Reytalon Ltd (the “Investor”) entered into a Subscripton Agreement dated January
24, 2010 (the “Subscription Agreement”) pursuant to which the Company issued
1,250,000 shares of common stock of the Company to the Investor at a purchase
price of $0.20 per share (for total gross proceeds of $250,000 paid to the
Company) and a warrant to purchase up to an additional 1,250,000 shares of the
Company’s common stock at an exercise price of $0.50 per share and which is
exercisable until January 24, 2012.
Item
3.02 Unregistered Sales of Equity Securities.
Item 1.01
is hereby incorporated by reference into this item.
The
issuance of the securities described in this Item 3.02 was effected without
registration in reliance upon Regulation S promulgated under Securities Act of
1933, as amended, as an offer and sale by the Company outside of the United
States without registration. No underwriters were involved with the
issuance of such securities and no commissions were paid in connection with such
transaction.
Item
9.01 Financial Statements and Exhibits.
(d) The
exhibits listed in the Exhibit Index are filed with this
report.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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February
1, 2010
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Brainstorm
Cell Therapeutics Inc.
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By:
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/s/
Rami Efrati
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Rami
Efrati
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No .
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Description
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10.1
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Subscription
Agreement dated January 24, 2010 by and between BrainStorm Cell
Therapeutics, Inc. and Reytalon Ltd.
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10.2
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Common
Stock Purchase Warrant dated January 24, 2010 issued by BrainStorm Cell
Therapeutics, Inc. to Reytalon
Ltd.
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